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ASOS PLCGreater London HouseHampstead RoadLondonNW1 7FB

discover fashion online

www.asosplc.com

ASO

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Winning the global online fashion race

ASOS plcANNUAL REPORT & ACCOUNTS For the year ended 31 March 2011

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COMPANy iNFORMATiON

DirectorsLord W Alli (Chairman)N RobertsonN BeightonJ KamaluddinR BreadyP WilliamsM Turner K Jones

Company SecretaryN Beighton

Registered OfficeSecond FloorGreater London HouseHampstead RoadLondon NW1 7FB

Registered in England number4006623

Independent AuditorsPricewaterhouseCoopers LLPChartered Accountants andRegistered Auditors10 Bricket RoadSt AlbansHertfordshire AL1 3JX

LawyersLawrence Graham LLP4 More London RiversideLondon SE1 2AU

Financial Advisor, Nominated Advisor and Joint BrokerJPMorgan Cazenove Limited10 AldermanburyLondon EC2V 7RF

Joint BrokerNumis Securities LimitedFifth Floor10 Paternoster SquareLondon EC4M 7LT

Financial PRCollege Hill LimitedThe RegistryRoyal Mint CourtLondon EC3N 4QN

RegistrarsCapita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent BR3 4TU

ASOS.com is a global online fashion and beauty retailer and offers over 50,000 branded and own label product lines across womenswear, menswear, footwear, accessories, jewellery and beauty.

ASOS has websites targeting the UK, USA, France

and Germany and also ships to over 190 other

countries from its central distribution centre in

the UK.

Aimed at fashion forward 16 to 34-year-olds,

ASOS attacts over 13 million unique visitors a

month and as at 31 March 2011 had 5.3 million

registered users and 3.2 million active customers

from 160 countries (defined as having shopped in

the last 12 months).

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our business04 What We Are Up To......05 UK and International Traffic is Soaring07 Winning the Global Online Fashion Race09 World’s Best Fashion10 The Service I Want11 Inspire & Engage Me12 The Best Shopping Experience13 Continuous Improvement14 Fashion with Integrity15 Passionate About People16 Q&A with Nick R

our Performance20 Chairman’s Statement22 Chief Executive’s Statement28 Finance Director’s Review

our financials66 Independent Auditors’ Report (Group)68 Consolidated Statement of

Comprehensive Income69 Consolidated Statement of Changes

in Equity70 Consolidated Statement of

Financial Position71 Consolidated Statement of Cash Flows72 Notes to the Financial Statements 106 Independent Auditors’ Report

(Parent Company) 108 Company Statement of Changes in Equity109 Company Statement of Financial Position110 Company Statement of Cash Flows111 Notes to the Company Financial Statements117 Five year Financial Summary (Unaudited)

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+39% our GoVernance38 Board of Directors40 Corporate Governance46 Directors’ Remuneration Report53 Directors’ Report63 Statement of Directors’ Responsibilities

*Excluding exceptional items **underlying earnings per share (based on profit after tax but before exceptional items)

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Business Our

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04 What We Are Up To . . .05 UK and International Traffic is Soaring07 Winning the Global Online Fashion Race09 World’s Best Fashion10 The Service I Want11 Inspire & Engage Me12 The Best Shopping Experience13 Continuous Improvement14 Fashion with Integrity15 Passionate About People16 Questions and Answers with Nick Robertson

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WhAt WE ArE up tO . . .

ASOS is powered by a collective love of fashion

From UK Online clothing retailer ➺ to GlOBal Fashion Brand

From transactiOnal commoditised relationship ➺ to committed cOmmunity of fans

From Online shop ➺ to Genuine fashion destination

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Comscore Data: March 2011. Based on Average Daily Visitors (000).

uK AnD intErnAtiOnAL trAffiC iS SOAring

20thin France

We are

February 2010: 41st

37thin usa

We are

February 2010: 79th

26thin Germany

We are

February 2010: 61st

www.asos.dewww.asos.fr www.us.asos.com

. . . ASOS IS the tHirD most visited fashion website on the planet* * Comscore Data: April 2011. Based on Average Daily Visitors (000).

average daily visitors (000)

VANCL.COM 1,064 La Redoute 882 asos Plc 731 Nike 606 Bonprix 596 HM.COM 589 Limitedbrands 474 3 Suisses 361 Zappos Sites 349 Forever 21, Inc. 340

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AWArDS hiStOry

Jan 2010 Delivery excellence Golden Chariot Award

Oct 2010 aim awardsCompany of the Year

June 2010 international advertiser of the yearLinkshare Golden Award

May 2010 achieved carbonneutral® company status

Oct 2010 e-commerce awardsBest Direct Retailer

Nov 2010 Fashion retailer of the yearCompany Magazine

July 2010 Best use of Payroll GivingInstitute of National Fundraising

Nov 2010 Best Place to spend under £150Company Magazine

Oct 2010 e-commerce awards Best Use of Social Media

Sep 2010 cosmopolitan Blog awardsBest Etailer Blog

Nov 2010 Best shoes under £150Company Magazine

Nov 2010 Best Online shoppingCompany Magazine

June 2011 Best Online Only Fashion siteHandbag.com Online Fashion Awards

Dec 2010 Outstanding etailer of the yearWGSN

June 2011 international solution of the year Retail Week Technology Awards

June 2011 Best social media strategyNew Media Age Awards

June 2011 Best Vintage and Best new Fashion site for asOs marketplace Handbag.com Online Fashion Awards

Jan 2011 Best Pure Play etailer Drapers Etailer of the Year Awards

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Winning thE gLObAL OnLinE fAShiOn rACE

INSPIRE & ENGAGE ME

THE SERVICE I

WANT

THE WORLD’S

BEST FASHION

THE BEST SHOPPING

ExPERIENCE

PASSIONATE ABOUT PEOPLE

FASHION WITH

INTEGRITY

CONTINUOUS IMPROVEMENT

inspire & Power your

fashion Discovery

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first for fashion, first for trends, first for brands

Over 50,000 products + FasHiOn FinDer and marketPlace

New natiOnal anD internatiOnal brands

Step change in Our OWn BranD DesiGn and quality

BranDeD price promise

Outlet timed sales

WOrLD’S bESt fAShiOn

ASOS SALOn

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thE SErviCE i WAnt

Capacity to deliver One BilliOn pounds worth of sales

One site means greater operational eFFiciencies

Direct injectiOn mODel developed and introduced into top three countries (US, Australia and France)

Delivery lead-times imPrOVeD across the world

New custOms PrOcesses introduced into US and Australia, and imPrOVeD custOms information at checkout introduced for RoW

Returns serVices DeVelOPeD in France and Germany

Increased country list to 196 (236 territOries)

to meet our anticipated growth targets we have moved to a 530,000 square foot

warehouse in barnsley

We could fit six full-size football pitches within our Barnsley Warehouse

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inSpirE & EngAgE ME

tailored for me

Shared with my friends

the best Website

Across all my internet devices

Showing me the world’s best fashion

Over 900,000

users.

160,000

followers.

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thE bESt ShOpping ExpEriEnCE

ASOS Marketplace is POWereD by a collective love of FasHiOn. It’s a DestinatiOn for insPiratiOn and DiscOVery, where FasHiOn lOVers sell directly to each other and where individuals can recycle their wardrobes alongside sPecialist BOutiques. Marketplace ushers in a new era OF FasHiOn, where we are all experts and style transcends trends.

Fashion Finder is a sOcial PlatFOrm dedicated to FasHiOn with inspirational editorial, enGaGinG aPPlicatiOns and the best edited choice of brands. Powering FasHiOn DiscOVery for you and your friends, it’s the ultimate Online fashion accessory.

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COntinuOuS iMprOvEMEnt

We continue to inVest in our inFOrmatiOn tecHnOlOGy to ensure it scales to meet the business GrOWtH GlOBally. We are continuously imPrOVinG the performance of our tecHnOlOGy PlatFOrm to provide the best user exPerience to all of our custOmers wherever they are in tHe WOrlD whatever device they choose to use.

Cloud technology is a key enabler for us not only to scale and maintain performance, but also providing resiliency across multiple geographical locations to ensure the customer experience is consistent around the world.

In line with ASOS strategy for global growth, we implemented a new Buying and Merchandising system that moved away from the manual and labour intensive processes to a structured, less time consuming programme. Merrett gives us advanced functionality backed by a robust stock management system, that improves not just stock management, but allows better margin management and increased capability to meet our global customer demands.

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fAShiOn With intEgrity

The Green rOOm and Men’s Eco Fashion

A carbon emissions assessment report

“You really are an outstanding group of people making a significant difference to the lives of people around the world.”Anna Thorne, Head of Corporate Fundraising, Oxfam

ASOS is a CarbonNeutral® company thanks to verified carbon offset projects including reforestation projects in Tanzania and the USA, methane capture in China and a wind powered cotton mill in Northern India.

We are striving for continuous reduction through our sustainable business agenda

All electricity at ASOS is now purchased on a green tariff and the fulfilment centre in Barnsley carries an A*energy efficiency rating.

Reducing, Reusing, recyclinGWaste to landfill is down 64% on the previous year

(Carbon emissions assessment report 2010)

ASOS customer delivery boxes are 100% recycled and recyclable

ASOS donates end of line product samples to Oxfam, raising £65,000 for the charity in 2010.

These collections promote pioneer brands with a social and environmental ethos including ASOS Fairtrade ranges, ASOS Reclaimed and ASOS Africa. ASOS Africa is produced in collaboration with SOKO Kenya, a clothing production workshop that aims to create sustainable, fair employment and offer training and skills to some of Kenya’s poorest people.

A Charitable Trust funded by the Group and supported by the activities of the employees. ASOS Foundation’s funding priorities are to provide support, education and inspiration to disadvantaged young people.

During the year the Group also supported the work of other charities and organisations: for example, The Prince’s Trust and Udayan Care whilst also being awarded the Best Use of Payroll Giving from the National Institute of Fundraising for 2010.

“The Prince’s Trust is hugely appreciative to ASOS for their generous support and commitment over the past year...ASOS’ continuing support enables thousands of disadvantaged young people to turn their lives around and have a brighter and better future.”Naomi Edler, Head of Fundraising, Consumer & Innovation

‘I am just so grateful for this wonderful partnership’Kiran Modi, Director of Udayan Care

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pASSiOnAtE AbOut pEOpLE

Our vision is to create a place our people want to be, where they can innovate

together whilst playing an integral part of the ASOS success story.

Our people strategy is made up of three core areas:

Discovering talent

We don’t just stop discovering talent once we’ve found you! Part of becoming a truly international business is about encouraging personal growth by offering new opportunities allowing us to search further afield for new talent. We constantly look to build our talent pipeline through a number of new initiatives and in 2010 we launched our first ever internship programme which resulted in students from a number of universities across the UK working at ASOS.

Driving high performance

We believe in regular social events to share the ASOS vision; involving our people and collaborating to achieve results ensures everyone is engaged and motivated. Also recognising and rewarding success when individuals or teams over-achieve reinforces our high performance culture.

Developing talent

Developing talent is at the core! We love developing and investing in our people as we know this is the reason why our people join and stay with ASOS, not to mention creating internal opportunities for individuals to further their careers. Building inspirational leadership and management capability is at the top of our list, as well as developing our top talent to enable them to be future leaders of ASOS.

Discovering talent

Developing talent

Driving high

performance culture

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Why iS ASOS OutpErfOrMing thE rESt Of thE rEtAiL SECtOr?

Fundamentally we are benefiting from the structural shift in shopping habits from the high street to the internet. This is particularly prevalent amongst our core customer group of 20 somethings and is a global phenomenon not just a local trend.

Our customers are young, vibrant and connected and they are forever searching for the hottest, the latest and the coolest brands.

ASOS serves all this up with the biggest selection of fashion forward product under one roof — 50,000 products, 850 brands and our very popular own label ranges which represent 50% of our sales.

More recently we have been evolving our proposition from big shop to fashion destination where we are pitching for a percentage

of our customers’ time as well as their wallets. If our customers are doing anything on the Internet involving fashion, our view is that they should be able to do it on ASOS. This has resulted in us launching

Marketplace where they can buy and sell their own wardrobes as well as shop a number of high street boutiques. We

also launched Fashion Finder where they can browse product from other retailers and

create outfits and looks to inspire their fashion discovery.

quEStiOnS & AnSWErS

niCK rObErtSOn

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sIn summary we are creating a global fashion destination where young fashionistas can browse, learn and submerge themselves in fashion as well as buy it.

COuLD yOu ExpLAin A LittLE furthEr thE OppOrtunity OvErSEAS?

The last quarter of 2010/11 saw ASOS’s international sales grow to over half of our total sales. Our goal is to become the number one global fashion destination and this year we have made a lot of progress towards making that a reality. This year we will add three new country sites; Spain, Italy and Australia in addition to the three sites we launched last year in the US, France and Germany. China is on our radar and we are currently working on plans to develop into this market, fully recognising that this is a long-term play for ASOS.

Our global free shipping promotion has been very successful and we have been particularly encouraged by the sales generated in markets such as Australia, Singapore and Russia.

hOW ArE yOu buiLDing yOur infrAStruCturE tO COpE With yOur rApiD grOWth?

Last year was a record year of investment. We built a new warehouse in Barnsley which will enable us to consolidate four warehouses into one and give us capacity of up to £1.2bn of sales. We continuously invest in our websites and this year alone we spent £10m on our platform to ensure we have state-of-the-art systems underpinning our operation. Mobile is an important growth driver for the future of retail and we have been dedicating resource to ensure we are leading the way in this channel. Behind the scenes we continue to build the team and last year alone we added 273 new starters, 100 of which were at manager level or above.

nick robertsonChief Executive

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Performance 20 Chairman’s Statement22 Chief Executive’s Statement28 Finance Director’s Review

Our

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ChAirMAn’S

StAtEMEnt

The year to 31 March 2011 was another excellent year for ASOS with total sales up 52% and profit before tax and exceptional items up 41% on last year. Our UK business saw strong growth and our International business continued to accelerate, with International sales now accounting for over 50% of the Group’s total sales. We end the year with optimism for the coming financial

year and with many of the building blocks in place to deliver our ambitious goal of £1bn sales by 2015.

PeopleThe Group has invested significantly in its people during the year, taking on 273 new colleagues with a wealth of retail experience to ensure the necessary expertise and management structures are in place to deliver our future growth strategy. The year’s results and the strong position we

are in at the end of 2011 which would not have been possible without the hard work, commitment and passion of all our colleagues. On behalf of the Board, I would like to thank them all for the contribution they have made.

DividendWe have decided that in the short term, our shareholders’ best interests are served by continuing to reinvest our cash to exploit the substantial growth opportunities both in the UK and overseas. Accordingly, we have decided not to declare a dividend for shareholders. This policy remains under regular review.

lord alliChairman

“Our uK business saw strong growth and our international business continued to accelerate . . .”

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ChiEf ExECutivE’S

StAtEMEnt

I am pleased to announce another successful year for ASOS, with retail sales up 58% to £324.1m and profit before tax and exceptional items up 41% to £28.6m. We continue to invest across all areas of the business to support this growth and underpin our financial goal of £1bn sales by 2015.

Our International expansion is key to this growth and during the year we launched websites in the USA, France and Germany and we plan to launch three further websites in Spain, Italy and Australia this year. The three sites we have launched are performing well, with visitors, orders and average selling price significantly ahead on the year. Based on Comscore

share of traffic data, we have risen in the USA to 37th at March 2011 (February 2010: 79th); France to 20th (February 2010: 41st); and

Germany to 26th (February 2010: 61st). According to Comscore we also maintained our number 2 position in the UK.

All our other key metrics have shown strong gains with the exception of average units per basket which has

declined as a direct consequence of our investment in free shipping (customers no longer need to bulk up their orders to trigger free shipping). Average

basket value is up by 2%, average selling price is up 7%, and total visits are up 59%. The

number of active customers, defined as having shopped in the last 12 months, also increased by 51%.

“We continue to invest across all areas of the business to support this growth and underpin our financial goal of £1 billion sales by 2015.”

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ChiEf ExECutivE’S StAtEMEnt COntinuED

Our strategy: From uk shop to Global Fashion DestinationWe continue to migrate our business from being a UK-based shop to a global fashion destination by creating new ways to drive traffic and encourage customer loyalty and engagement. During the year we launched ASOS Marketplace and ASOS Fashion Finder as well as Europe’s first transactional store on Facebook.

Underpinning this strategy are the seven key pillars that shape our business:

1. the World’s Best FashionDuring the year we saw the number of options available for sale increase to 50,000, up from 36,000 last year. This does not include the inventory now available through Marketplace or Fashion Finder. We added some significant new brands including River Island and Barbour and international brands including J Brand and Rag and Bone. We also introduced two new ‘own label’ initiatives, ASOS Reclaimed and ASOS White.

international Group KPis 2011 uK usa eu roW Total Total

Average basket value1 £64.21 £61.50 £74.10 £84.99 £74.91 £67.53 Growth 2% (7%) (7%) (7%) (6%) 2% Average units per basket 2.41 2.36 2.92 3.49 2.98 2.58 Growth (6%) (10%) (12%) (8%) (10%) (5%) Average selling price per unit1 £26.68 £26.05 £25.38 £24.34 £25.15 £26.13 Growth 9% 3% 5% 1% 4% 7% Number of orders (’000) 5,375 385 1,404 626 2,415 7,790 Growth 36% 315% 101% 351% 160% 60% Unique visitors (’000)2 13,000 Growth 73% Total visits (’000)2 148,507 24,847 81,580 42,570 148,997 297,504 Growth 25% 176% 93% 143% 117% 59% Active customers (’000)3 2,080 213 612 255 1,080 3,160 Growth 26% 280% 97% 254% 147% 51%

1 Including VAT.2 During March 2011.3 As at 31 March 2011, defined as having shopped with ASOS during the last 12 months.

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ASOS Marketplace, launched during the year, is a platform allowing small boutiques, independent designers and ASOS customers to showcase and sell their fashion product to all ASOS visitors. Today there are over 9,500 items listed on ASOS Marketplace. We also launched ASOS Fashion Finder, a platform that enables us to present great fashion to our customers from brands that we might not necessarily sell, but which we believe our customers would appreciate. Today there are 40,000 items listed on here excluding items available for sale on ASOS.

2. the service i WantFollowing our strategic commitment to offer a free delivery and returns service, we have been trialling a global free shipping service since November 2010. Strategically, we believe this to be a race winning strategy but will continue to use it promotionally until such time as the business can support it as an ongoing service proposition. As we transition from four warehouses in Hemel Hempstead to one warehouse in Barnsley we have had to manage our UK service promise around some of the obvious operational challenges we have faced. It is our intention to again be able to offer ‘best in class’ delivery cut-offs and service promises once we are firmly established in our new distribution centre.

3. inspire & engage meWe continued on our journey from a UK-based shop to a global fashion destination — key to this is our investment in our editorial resource and inspirational shopping experiences throughout the website. The ASOS magazine is a key part of our communications strategy and we will use those editorial skills across the rest of the website and in our social media campaigns.

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4. the Best shopping experienceDuring the year we launched ASOS mobile which we believe will be a significant proportion of our traffic and business in the near future. We also launched Europe’s first fully transactional shop on Facebook. We enhanced a number of key areas of the site, from site speed in our International markets to a much improved search and recommendations solution. A number of initiatives are planned in the coming year to further enhance the shopping experience.

5. continuous improvement We continue to invest in our infrastructure and technology to enable the business to meet its ambitious growth plans. The two main projects for the year were the investment and move to our new 530,000 square foot distribution centre in Barnsley, a project that is due for completion in June 2011, and the replacement of our central buying and merchandising system.

6. Fashion with integrityASOS Group is committed to reducing the environmental impact of its business and recognises that greater environmental efficiency also makes good business sense.

ASOS is a CarbonNeutral® company, meaning that the CO2 emissions from the Company’s energy use, business travel, non-recyclable waste, deliveries and employee commuting have been measured and reduced to net zero through verified carbon offset projects. These include reforestation projects in Tanzania and the USA, methane capture in China and a wind-powered cotton mill in Northern India.

ChiEf ExECutivE’S StAtEMEnt COntinuED

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7. Passionate about PeopleOur colleagues are key to our continuing success. We have built a team of committed, talented and innovative individuals with a wealth of fashion and technological experience to drive our vision of becoming a global fashion destination. We now have over 700 colleagues (excluding the warehouse) in the UK and plan to recruit a further 120 colleagues over the coming year.

Regarding our international operations, we plan a centralised approach with responsibility for all key business functions remaining in the UK. Where required, specifically in certain areas of product, local marketing and returns, small in-country teams or third party providers will be used. This gives us the speed and flexibility to establish ASOS quickly but also, importantly, retain central control as we expand. All the teams in the UK are being enhanced to include territory specific responsibilities with foreign nationals where appropriate.

OutlookWe remain positive about the outlook for 2012 and beyond and are on track to deliver our ambitious plan of £1bn of sales by 2015. Our Internet model is well positioned to access the global opportunity both quickly and economically and we continue to manage our cost base and invest in our business to support our future growth potential.

nick robertsonChief Executive

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finAnCE DirECtOr’S

rEviEW

The Group had another successful year in both our UK and International businesses with International now accounting for over 50% of sales. We continued to invest in our customer proposition as well as tightly managing our cost base to ensure profit delivery. Our financial strategy and actions are governed by our financial strategic principles of leveraging our cost base, maximising cash EBIT and delivering strong

return on invested capital. We believe this is the best approach to maximising shareholder value during the current growth phase of our business.

revenuesThe Group derives its revenues through retail sales, delivery receipts and third party revenues. Retail sales are the principal income stream from the sale of product. Third party revenues are mainly comprised of advertising revenues from the website and ASOS magazine. An analysis of our revenues by channel and by geographical segment is shown below:

“Our financial strategy and actions are governed by our financial strategic principles of leveraging our cost base, maximising cash Ebit and delivering strong return on invested capital.”

international Group £’000 uK usa eu roW Total Total

Retail sales 184,072 18,642 73,385 48,001 140,028 324,100 Growth 25% 235% 86% 275% 142% 58% Delivery receipts 6,814 634 3,063 2,574 6,271 13,085 Growth (33%) 70% (10%) 98% 24% (14%) Third party revenues 2,506 — — — — 2,506 Growth 9% 9% Group revenues 193,392 19,276 76,448 50,575 146,299 339,691 Growth 21% 225% 78% 258% 132% 52%

Total Group revenue was up 52% driven by 142% growth in our International retail sales and 25% growth in our UK retail sales.

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Total retail sales were up 58% on last year, with the UK business continuing to perform well, with sales up 25%, and the International business continuing its exceptional growth at 142%. The impact of our three country specific sites can be seen in the year-on-year sales growth of the USA, up 235%, and the EU, up 86%. The Rest of the World segment has been boosted by our strong performance in Australia, Russia and the Far East.

As expected, overall delivery receipts were down 14% on last year as we continued our investment in customer delivery. In November 2010, we launched our global free shipping offer which has reduced the growth in full year international delivery receipts to 24% on last year, compared to 110% on last year in the first half of 2011.

Third party revenues grew 9% in the year to £2.5m, despite removal of banner advertising from our website.

Gross profitThe Group generated gross profit of £131.7m, up 41% on last year. Gross profit in the UK increased by 14% to £75.9m, whilst International gross profit grew by 108% to £55.8m.

The analysis of gross profit by geographical segment is set out overleaf:

finAnCE DirECtOr’S rEviEW COntinuED

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The Group retail margin increased by 100 basis points (“bps”) to 46.6% (2010: 45.6%) as a result of improved buying and markdown management. These gains were mitigated by the underlying cost increases from labour and raw material inflation. Increased levels of promotional activity were also prevalent in the second half, particularly in the UK. Retail margin in Rest of World declined during the year due to an increased mix of markdown purchases from countries which are counter-seasonal. In 2012, we expect to continue to offset sourcing pressures with volume leverage.

Gross margin was down 300bps in the year to 38.8% (2010: 41.8%) as a result of increased investment in the customer delivery proposition

including the launch of free shipping and free returns in the USA, free returns in France and Germany, and the launch of our global free shipping offer.

investment in operating resourcesThe Group increased its investment in its operating resources and capability by 41% to £102.8m excluding exceptional items. The operating leverage delivered by the Group has again strengthened the underlying operating and financial performance. The Group’s operating cost ratio improved by 240bps from 32.7% to 30.3%. The table below details the operating costs incurred by the Group, excluding exceptional items.

international Group £’000 uK usa eu roW Total Total

Gross profit 75,877 6,940 29,149 19,724 55,813 131,690 Growth 14% 157% 66% 201% 108% 41% Retail gross margin 44.6% 55.2% 47.4% 49.9% 49.3% 46.6% Change (20bps) (90bps) 250bps (680bps) 70bps 100bps Gross margin 39.2% 36.0% 38.1% 39.0% 38.1% 38.8% Change (220bps) (950bps) (280bps) (740bps) (450bps) (300bps)

£’000 2011 2010 change

Payroll and staff costs 35,717 25,877 38% Warehousing 22,543 19,399 16% Marketing 14,280 9,252 54% Production 2,621 1,999 31% Technology costs 5,629 3,277 72% Other operating costs 17,118 9,699 76% Depreciation and amortisation 4,932 3,322 48% Operating costs excluding exceptional items 102,840 72,825 41% % of sales 30.3% 32.7% (240bps)

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Payroll and staff costs increased by 38%, thereby delivering further operating cost improvement. The main increases in our headcount were in our international, technology and retail teams.

Warehouse costs, excluding exceptional items, were £22.5m, down from 8.7% of sales in 2010 to 6.6% of sales during 2011. This was delivered through the benefits of greater scale and continued productivity gains. Costs associated with the ongoing transition of our warehousing facilities to the new warehouse site have been recognised within exceptional items.

The operational cost improvements delivered during the year were partly reinvested in increased marketing expenditure both in the UK and internationally to drive higher customer awareness. We have continued to invest in our editorial resource and website look and feel to enhance the shopping experience.

Technology costs increased by 72% year-on-year principally due to strategic investment in our technological platforms, including a new buying and merchandising system, international websites, and the ASOS

Marketplace and ASOS Fashion Finder websites. During the year we launched ASOS mobile which we believe will be a significant proportion of our traffic and business in the near future. We also enhanced a number of key areas of the site, from site speed in our International markets to a much improved search and recommendations solution.

Other operating costs increased by 76% and include the day-to-day running of head office, credit card handling fees, and professional fees. The increase in other operating costs during the year was driven by increased credit card handling fees resulting from the number of transactions processed and increased property rental costs and professional fees.

Depreciation has increased by 48% during the year as a result of increases in our fixed asset base during the year.

Group ProfitThe Group generated profit before tax and exceptional items up 41% on prior year at £28.6m (2010: £20.3m).

finAnCE DirECtOr’S rEviEW COntinuED

£’000 2011 2010 change

revenue 339,691 222,999 52% Cost of sales (208,001) (129,863) Gross profit 131,690 93,136 41% Administrative expenses excluding exceptional items (102,840) (72,825) Operating profit before exceptional items 28,850 20,311 42% Share of post-tax losses of joint venture (3) (69) Net finance income/(costs) (199) 97 Profit before tax and exceptional items 28,648 20,339 41% Exceptional items (12,943) — Profit before tax 15,705 20,339 (23%) Income tax expense (4,856) (5,759) Profit after tax 10,849 14,580 (26%) Effective tax rate excluding exceptional items 29.1% 28.3%

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exceptional itemsExceptional costs of £12.9m reflect the direct costs of the ongoing transition to our new warehouse. This is composed of £3.0m impairment of held-for-sale assets to net realisable value and further one-off costs associated with

the reorganisation of distribution totalling £9.9m. These include dual site decollation costs, redundancy and relocation costs, staff training, and other one-off costs. The cash outflow in 2011 as a result of these exceptional costs was £6.6m. There were no exceptional items in 2010.

In the coming financial year, we expect to incur additional exceptional charges relating to dual site running, stock transfer costs, relocation and retention costs and other one-off costs.

Finance income and expenditureNet finance costs were £199,000, compared to net finance income in 2010 of £97,000. The increase in finance costs is a result of the reduction in the net cash position in the year as a result of the exceptional costs and capital expenditure relating to the new warehouse transition.

interest in joint ventureWe own a 50% stake in a business called Crooked Tongues Limited, whose website, www.crookedtongues.com, is a leading authority in trainers and sneakers. The business is still in its infancy and this investment allows us to participate in sales from an additional customer segment. Our share of post-tax losses recognised for the financial year was £3,000.

taxationThe effective tax rate (pre exceptional items) for the Group was 29.1%, 80bps higher than last year and 110bps above the UK corporation tax rate of 28.0%. Including exceptional items, the effective tax rate was

30.9% (2010: 28.3%). Our cash tax effective rate (pre exceptional items) was 12.6% due to the tax benefit related to the exercise of share options recognised in equity. Going forward, we would expect the effective rate of tax pre exceptional items to be around 1% higher than the prevailing corporation tax rate.

earnings per shareBasic underlying earnings per share1 increased by 37% to 27.3p per share (2010: 20.0p), and diluted underlying earnings per share1 increased by 37% to 25.6p per share (2010: 18.7p), reflecting the increase in profit after tax excluding exceptional items in the year.

Basic earnings per share2 decreased by 27% to 14.6p per share (2010: 20.0p), and diluted earnings per share2 decreased by 27% to 13.7p per share (2010: 18.7p), reflecting the exceptional costs incurred during the year offsetting the underlying profit after tax growth.

1 Underlying earnings per share has been calculated using profit after tax but before exceptional items.

2 Earnings per share has been calculated using profit after tax and exceptional items.

The main components of the exceptional charge are as follows:

£’000

Dual site decollation costs 2,088 Pre go-live occupancy and employee costs 7,830 Impairment of assets 3,025 total 12,943

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finAnCE DirECtOr’S rEviEW COntinuED

statement of Financial PositionThe Group has a strong financial position. Net assets increased by £26.6m to £72.1m (2010: £45.5m).

As at 31 March 2011, the Group has reclassified property, plant and equipment held at our Hemel warehouse to a disposal group classified as held-for-sale. The assets have been impaired to their net realisable

value of £2.8m, based on an independent valuation. This impairment is included within exceptional costs.

statement of cash FlowsThe Group cash balance was £4.7m at 31 March 2011, down from £15.6m at 31 March 2010. The summary cash flow is detailed below.

Cash inflow from operating profit increased by £4.6m to £15.3m, driven by a growth in operating profit before exceptional items of £8.5m and a £1.9m lower outflow from working capital, offset by a cash outflow of £6.6m related to operating exceptional warehouse transition costs.

The Group continues to monitor working capital tightly. Inventories increased by 75% to £66.1m at year end as we increased stock levels to service future business growth. Trade payables increases have not been

as marked as inventory increases due to continued efficient payment of suppliers to take advantage of early settlement discounts.

The operating cash inflow was offset by capital expenditure of £25.7m (£15.0m related to the new distribution facilities and £10.7m other capital expenditure).

£’000 2011 2010

Operating profit 15,907 20,311 Exceptional items 12,943 — Operating profit before exceptional items 28,850 20,311 Depreciation and amortisation 4,932 3,322 Working capital (7,541) (9,470) Share-based payments charges 1,165 918 Taxation (5,509) (4,373) cash inflow from operating profit before exceptional items 21,897 10,708 Operating cash outflow relating to exceptional items (6,615) — cash inflow from operating profit 15,282 10,708 Capital expenditure on new distribution centre (15,058) — Other capital expenditure (10,685) (8,439) Payments to acquire investment in joint venture — (60) Proceeds from issue of ordinary shares 1,100 557 Purchase of own shares by Employee Benefit Trust (1,406) (805) Net interest paid (199) 97 total (10,966) 2,058

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ceIn addition to the £9.7m invested in our technology platform, we made fixed asset additions of £17.8m for the fit-out of our new distribution facility in Barnsley. The new warehouse will become fully operational in June 2011 and the fixed asset additions to date give the business the operating capacity for annual sales of £600m.

We forecast further fixed asset additions in relation to the new distribution facility of £10m in 2012. These additional investments are dependent on future business growth and will enable the new facility to deliver annual sales processing capacity of over £1bn.

treasury and risk managementOur investments are funded by operating cash flows, with additional short-term and medium-term facilities to support the working capital movement and planned capital expenditure. The Group renegotiated its financing facilities during the year and at 31 March 2011 had in place a £10m overdraft facility to be used for general corporate purposes including working capital and an undrawn £10m revolving credit facility which is available until 14 February 2013.

The Group seeks to reduce exposures to interest rate, foreign exchange and other financial risks, to ensure liquidity is available to meet the foreseeable needs and to invest cash assets safely and profitably. Our hedging strategy seeks to hedge our future foreign currency exposure for between 6 and 12 months forward. We do not engage in speculative trading in financial instruments and transact only in relation to underlying business requirements. Surplus funds are invested in short-term deposits with the objective of maximising the return on surplus cash. Further information can be found in Note 20 to the financial statements.

nick BeightonFinance Director

Fixed asset additions

£’000 2011 2010

IT 9,726 5,470 Office fixtures and fit-out 977 758 Warehouse 17,781 2,211 total 28,484 8,439

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Governance Our

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38 Board of Directors40 Corporate Governance46 Directors’ Remuneration Report53 Directors’ Report63 Statement of Directors’ Responsibilities

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bOArD Of DirECtOrS

lord Waheed alli chairman1 nick robertsonchief executive

Officer2 nick BeightonFinance Director and

company secretary3 jon kamaluddininternational Director4

5 6 7robert BreadyProduct and trading Director

Peter Williamsnon-executive Director

karen jonesnon-executive Director

mary turnernon-executive Director

8

1 2 3 4

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lord Waheed allichairmanAt present Lord Alli is the Chairman of Chorion Ltd, an intellectual property rights owning company, and non-executive director of Olga Productions Ltd. Formerly he was the Managing Director at Carlton Television, where he was responsible for the production of all its programmes, and previously he was the Managing Director of Planet 24, one of the largest independent production companies in the UK, which he founded with Charlie Parsons and Bob Geldof. He was appointed a working Labour peer in July 1998 where he takes a particular interest in issues concerning equality. He is also a trustee of the Elton John Aids Foundation, Chancellor of De Montfort University, President of the National Youth Theatre, trustee of WNET Channel 13 in New York and a patron of a number of other voluntary organisations. Lord Alli joined the Board in 2000 and is the Chairman of the Nomination Committee.

nick robertsonchief executive OfficerNick started his career in 1987 with the advertising agency Young and Rubicam and in 1991 moved to Carat, the UK’s largest media planning and buying agency. In 1995 he co-founded Entertainment Marketing, a marketing services business, and in 2000 he co-founded ASOS.com.

nick BeightonFinance Director and company secretaryNick qualified as a chartered accountant with KPMG in Nottingham. After qualification Nick worked out of the Manchester office in transaction services and within the Strategic Business Management Group. Nick moved to Matalan in 1999 to work as Head of Finance. He then became the Business Change and IT Director before joining Matalan’s Retail Board in 2003. Nick joined the Luminar Board as Finance Director in August 2005. He was appointed Finance Director of ASOS plc in April 2009.

jon kamaluddininternational DirectorJon began his career in Corporate Recovery at Arthur Andersen, where he qualified as a chartered accountant. Jon then joined Marks & Spencer, where he spent three years in a number of finance positions including Head of Finance for the Per Una brand. Jon joined ASOS in 2004 as Finance Director and in April 2009 he was appointed International Director to develop and implement a suitable international strategy for the business.

robert BreadyProduct and trading Director Robert began his career at River Island where he held a variety of merchandising roles across womenswear and menswear. In 1997, Robert moved to The Arcadia Group, where he spent eight years working across young fashion retailers Miss Selfridge and TopMan, eventually becoming a senior executive for the Miss Selfridge brand. In 2005 Robert joined ASOS.com and in 2006 was promoted from Head of Merchandising to Product and Trading Director.

Peter Williamsnon-executive DirectorPeter is the Chairman of Erno Laszlo and a non-executive director of Cineworld Group plc, Sportech plc and Silverstone Holdings Limited and is a member of the Design Council. He has been an executive director of EMI Group and JJB Sports plc, responsible for the turnaround strategy and business restructuring. Previously he was Chief Executive at Alpha Group plc and prior to that Chief Executive of Selfridges plc where he also acted as Chief Financial Officer for over ten years. His previous non-executive positions have been with Capital Radio Group plc and GCap Media plc. Peter Williams joined the Board in April 2006. He is the Senior Independent Director and Chairman of the Audit Committee, having chaired the Remuneration Committee until May 2010. Peter remains a member of the Remuneration Committee. Peter has a degree in Mathematics from Bristol University and is a chartered accountant.

karen jonesnon-executive DirectorKaren Jones is the Founder and current Chairman of Food & Fuel Limited and a non-executive director of Booker Group plc, Virgin Active Group Ltd, Cofra Holdings AG, and Royal National Theatre Enterprises. She was previously Chief Executive of Spirit Group Limited and a former Non-Executive Director of HBOS Plc, Gondola Holdings plc and Emap plc, among others, and was the co-founder of Café Rouge and the Pelican Group plc. Karen joined the Board of ASOS plc in September 2009 and is the Chair of the Remuneration Committee and a member of the Nomination Committee.

mary turnernon-executive DirectorMary Turner is the CEO of AlertMe.com which is a leading technology innovator in cloud-based Smart Energy services. She was Managing Director and Chief Executive Officer of Tiscali UK Limited (“Tiscali”) from 2001 to 2009. Prior to joining Tiscali, Mary was Chief Executive Officer of BTLineOne, the joint venture between BT and United News Media, Managing Director (ISP and Portal) UK and Vice-President Marketing (Europe) at CompuServe Information Services and General Manager of Capital Sales at Innovation Group. Mary joined the Board in September 2009 and is a member of the Audit Committee and Nomination Committee.

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COrpOrAtE gOvErnAnCE

application of principlesThe Board of the Company is committed to achieving the highest standard of Corporate Governance. Although not formally required to do so, the directors have sought to embrace the principal governance rules applying to UK companies fully listed on the London Stock Exchange in formulating and applying the Company’s corporate governance policies. The principal governance rules are contained in the Combined Code on Corporate Governance adopted by the Financial Reporting Council in June 2008 (“Combined Code”). The Company’s policies are monitored to ensure that they are appropriate to the Company’s circumstances and comply as far as possible with the provisions of the Combined Code given the size of the Company.

the BoardOn 1 June 2011, the Board comprised the Chairman, four executive directors and three non-executive directors. Short biographies of each of the directors, which illustrate their range of experience, are set out on page 39. There is a clear division of responsibility at the head of the Company. Lord Alli (Chairman) is responsible for the running of the Board and Nick Robertson (Chief Executive Officer) is responsible for implementing strategy. Peter Williams has been nominated by the Board as the Senior Independent Director. All of the non-executive directors who served during the year and up to the date of this report are considered by the Board to be independent.

The Board structure ensures that no individual or group dominates the decision-making process. As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Company. The Company’s Articles of Association give power to the Board to appoint directors and, where notice is given signed by all the other directors, remove a director from office. The Board takes decisions

regarding the appointment of new directors as a whole. There is a formal, rigorous and transparent procedure for the appointment of new directors to the Board. The Company’s Articles of Association require that one-third of the directors offer themselves for re-election annually in rotation. This enables the shareholders to decide on the election of their Company’s Board.

The Board met ten times during the year. The Board manages the Company through a formal schedule of matters reserved for its decision. These include overall management of the Company; approval of strategic plans; approval of the Company’s commercial strategy and operating and capital expenditure budgets; approval of the financial statements, material agreements and non-recurring projects; treasury policy; control, audit and risk management; remuneration; and corporate responsibility. It also delegates specific responsibilities to the Board Committees detailed below, the role and responsibilities of each Committee being set out in clearly defined terms of reference. The Board receives appropriate and timely information, with Board and Committee papers being distributed several days before meetings take place. All directors are offered appropriate training to develop their knowledge and ensure they remain up to date in relevant matters for which they have responsibility as a member of the Board. There is an agreed procedure to enable individual directors to take independent legal and financial advice at the Company’s expense, as and when necessary, to support the performance of their duties as directors of the Company. Throughout their period in office, the directors are continually updated on the Group’s businesses and the regulatory and industry specific environments in which they operate. These updates are by way of written briefings and meetings with senior executives and, where appropriate, external sources.

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The performance of the Board is a fundamental component of the Company’s success. Performance evaluation of the Board, its committees and individual directors takes place on a regular basis and is conducted with the aim of improving individual contributions, the effectiveness of the Board and its committees and the Group’s performance. In recent years, the evaluation has been internally facilitated. The Board confirmed that the contributions made by the directors offering themselves for re-election at the AGM continued to be effective and that the Company should support their re-election.

Directors’ conflicts of interestsThe Company has procedures in place to deal with conflicts of interest and these procedures have operated effectively. The Board is aware of the other commitments of its directors and changes to these commitments are reported to the Board.

Board committeesThe Board has established Audit, Remuneration and Nomination Committees and provides sufficient resources to enable them to undertake their duties. Executive directors are not members of these Board committees, although they may be invited to attend meetings.

Each committee has access to such information and advice as it deems necessary at the cost of the Company. Each committee is responsible for reviewing the effectiveness of its terms of reference, as appropriate, and for making recommendations to the Board for changes where necessary. The minutes of committee meetings are circulated to all committee members.

Terms of Reference of each of the Committees are available on the Company’s website.

Audit CommitteeThe Audit Committee is chaired by Peter Williams, who is deemed to have recent and relevant financial experience. Its other member is Mary Turner. Although the Chairman, the Chief Executive Officer and the Finance Director are not members of the Committee, they are invited to attend meetings unless they have a conflict of interest.

The Committee’s principal responsibilities cover internal control and risk management, external audit (including auditor independence) and financial reporting.

The Audit Committee met twice during the year, and will meet three times in subsequent years, with the external auditors in attendance. Its activities included: a review of full year and interim announcements and Annual Report and Accounts; the consideration of reports from external auditors identifying any accounting or judgemental issues requiring its attention; review of the policy on auditor provision of non-audit services; and review and consideration of reports on the work of the internal audit function.

Remuneration CommitteeThe Remuneration Committee is chaired by Karen Jones. Its other member is Peter Williams. Although the Chairman, the Chief Executive Officer and the Finance Director are not members of the Committee, they are invited to attend meetings unless they have a conflict of interest.

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The Committee met four times during the year. The Committee’s principal responsibility is to determine and recommend to the Board the remuneration of executive directors and the Chairman. The Committee monitors the levels and structure of remuneration to senior management and seeks to ensure they are designed to attract, retain and motivate them to run the Company successfully. The remuneration of non-executive directors is determined by the Chairman and the executive directors.

The Company has voluntarily produced its remuneration policy which is detailed in the Directors’ Remuneration Report on pages 46 to 52. To the extent that such principles are relevant to the current circumstances of the Company, the provisions of, inter alia, the Directors’ Remuneration Report Regulations 2008 and the Combined Code are taken into account.

Nomination CommitteeThe Nomination Committee is chaired by Lord Alli. Its other members are Karen Jones and Mary Turner. The Committee’s principal responsibility is to ensure that appropriate procedures are in place for the nomination, selection and succession of directors and senior executives. The Committee did not meet during the year.

attendance of Board/committee meetingsThe table below shows the attendance record of individual directors at Board meetings and committees of which they are members.

board meetings committees

audit remuneration Eligible to Eligible to Eligible to Attended attend Attended attend Attended attend

Lord Alli 10 10 — — — — Nick Robertson 10 10 — — — — Nick Beighton 10 10 — — — — Robert Bready 10 10 — — — — Jon Kamaluddin 9 10 — — — — Karen Jones 8 10 — — 4 4 Mary Turner 10 10 2 2 — — Peter Williams 9 10 2 2 4 4

The Board has met twice since 31 March 2011 and the Audit and Remuneration Committees have each met once.

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Operating Board The Operating Board consists of the executive directors and six functional directors and meets weekly. The Operating Board under the chairmanship of the Chief Executive Officer is responsible for the day-to-day management of the Group’s business and the overall financial performance of the Group in fulfilment of strategy, plans and budgets. It is also responsible for making recommendations on trading performance; key risks; management development; and corporate responsibility programmes. The Chief Executive Officer reports to the Board on issues, progress and recommendations for change.

relations with shareholdersThe Company recognises the importance of communicating with its shareholders to ensure that its strategy and performance are understood. This is achieved principally through the Annual Report and Accounts and the AGM. The Company also began to issue quarterly trading updates during the year and in addition a range of corporate information including all Company announcements and presentations is available to investors on the Company’s website, www.asosplc.com. Several investor days were also held during the year.

Formal presentations are made to the institutional shareholders following the announcement of the Company’s full year and interim results. The Board recognises that the AGM is the principal forum for dialogues with private shareholders. All directors attend the AGM and are available to answer questions raised by shareholders.

The Notice of Meeting is sent to shareholders at least 21 days before the meeting. Shareholders vote on each resolution by a show of hands, unless a poll is validly called, and after each such vote the number of proxy votes received for, against and withheld is announced.

The Board as a whole is kept informed of the views and concerns of the major shareholders. The Chief Executive Officer and the Finance Director update the Board following meetings with major shareholders and analysts’ briefings are circulated to the Board.

risk management and internal control The Board has overall responsibility for the Company’s system of internal control and for reviewing its effectiveness, whilst the role of the Operating Board and management is to implement the Board’s policies on risk and control and provide assurance on compliance with these policies. Steps continue to be taken to embed internal control and risk management further into the operations of the business and to deal with areas for improvement which come to the attention of management and the Board. This has included the appointment of independent internal auditors during the year. Such a system is, however, designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

i) RiskThe Board has overall responsibility for the Company’s system of internal control and risk management. There is an ongoing process for identifying, evaluating and managing significant risks faced by the Company including those risks relating to social, environmental and ethical matters. This process was in place and strengthened throughout the year under review and up to the date of approval of the Annual Report.

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COrpOrAtE gOvErnAnCE COntinuED

ii) Internal controlThe internal control procedures are delegated to executive directors and senior management in the Company operating within a clearly defined departmental structure. The Board regularly reviews the internal control procedures in the light of the ongoing assessment of the Company’s significant risks. In addition, Deloitte LLP were appointed as the Company’s internal auditors in September 2010 to supplement this risk-based approach. They have since facilitated the creation of a register of risks facing the Group to assist in the risk management process, and have reviewed elements of the internal control programme.

a) Financial controlsThe Company has an established framework of internal financial control, the effectiveness of which is regularly reviewed by the Operating Board and the Board.

The key elements of this are as follows:

l The Board is responsible for overall Company strategy, for approving revenue and capital budgets and plans and for determining the financial structure of the Company including treasury and dividend policy. Monthly results, variances from plan and forecasts are reported to the Board.

l The Audit Committee assists the Board in the discharge of its duties regarding the Company’s and the Group’s financial statements, accounting policies and the maintenance of proper internal business, operational and financial controls. The Committee provides a direct link between the Board and the external auditors through regular meetings.

l The Board has established an organisational structure with clearly defined lines of responsibility and approval controls identifying transactions requiring approval by the Board. The Finance Director is responsible for the functional leadership and development of the Company’s finance activities.

l There is a comprehensive system for budgeting and planning and for monitoring and reporting the performance of the Company’s business to the directors. Monthly results are reported against budget and prior year, and forecasts for the current financial year are regularly revised in the light of actual performance. These cover profits, cash flows, capital expenditure and balance sheets.

l The Company has established a uniform system of investment appraisal; executive management have defined the financial controls and procedures with which each business is required to comply.

l The Operating Board regularly reviews the internal control procedures and the results of work performed by the internal audit function in the light of the ongoing assessment of the Company’s significant risks.

b) non-financial controlsThe Company has established a wide range of non-financial controls covering areas such as health and safety, environment, ethical trading, employment and business continuity, the effectiveness of which are regularly reviewed by the executive management and the Board. The key elements are as follows:

l A corporate responsibility strategy was approved by the Board, including objectives and targets to address the impacts that the Group’s activities have on the environment, workplace, marketplace and community.

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l Clear accountability for corporate responsibility issues has been defined at Board and operational level.

l A monthly report is produced for the Board covering corporate responsibility.

l The Board is committed to maintaining high standards of health and safety in all its business activities. These standards are set out in the Company’s Health and Safety Policy. All notified accidents are investigated.

l The Board sets environmental objectives and specific targets which are regularly reviewed.

l The Board is committed to ensuring reasonable standards among its suppliers and has approved an Ethical Trading Code of Conduct setting out the standards it requires its suppliers to adopt. This policy covers health and safety, child labour, working hours, wage levels, freedom of association, discrimination and environmental protection.

l The Company is committed to ensuring that its personnel meet good standards of integrity and competence. The Company’s systems cover the recruitment, training and development of personnel, an appropriate division of responsibilities and the communication of Company policies and procedures throughout the organisation.

auditor independenceThe Board is satisfied that PricewaterhouseCoopers LLP has adequate policies and safeguards in place to ensure that auditor objectivity and independence is maintained. The external auditors report to the Audit Committee annually on their independence from the Company. Periodic rotation of key audit partners is also required. There are no contractual restrictions on the Audit Committee as to the choice of external auditors. The Board has also adopted a formal policy on the Company’s relationship with its auditors in respect of non-audit work. The auditors may only provide such services provided that such advice does not conflict with their statutory responsibilities and ethical guidance. The Audit Committee Chairman’s pre-approval is required before the Company uses the auditors to provide non-audit services. The fees paid to the auditors in respect of non-audit services are shown in Note 3 to the financial statements. In line with its terms of reference, the Audit Committee undertakes a thorough assessment of the quality, effectiveness, value and independence of the audit provided by PricewaterhouseCoopers LLP on an annual basis, seeking the views and feedback of the Board, together with other senior management. Following the most recent review, the Audit Committee has determined to recommend to the Board the reappointment of PricewaterhouseCoopers LLP at the Annual General Meeting in September.

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DirECtOrS’ rEMunErAtiOn rEpOrt

As the Company is AIM-listed it is not legally required to set out its remuneration policy but does so on a voluntary basis. To the extent that such principles are relevant to the current circumstances of the Company, the provisions of, inter alia, the Directors’ Remuneration Report Regulations 2008 and the Combined Code are taken into account. As defined by AIM Rule 19, the Company has disclosed the remuneration received by its directors during the financial year.

remuneration Policy The Company’s remuneration policy aims to encourage a performance-based culture, attract and retain high calibre executive directors and align executive directors’ and shareholders’ interests. In determining such policy the Remuneration Committee take into account all factors which it deems necessary, including the Company’s wider pay structures. The objective of the policy is to ensure that executive management are provided with appropriate incentives to encourage enhanced long-term performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company.

The remuneration policy of the Company has a number of principal components:

salary and benefitsBasic salaries are determined by the Remuneration Committee bearing in mind the salaries paid in FTSE-listed and other retail companies. Within that frame of reference, it is intended that pay should be at or near the median. The Company operates a defined contribution pension scheme, with the Company contributing up to 15% of basic salary for executive directors. Executive directors also receive taxable benefits including private medical and dental insurance.

Annual Bonus PlanThe annual grant of bonuses is conditional upon the achievement of targets by reference to agreed financial performance measures, namely profit before tax and exceptional items, and personal performance objectives. This scheme is applicable to executive directors and amounts received are detailed in the Directors’ Remuneration section of this report. Non-executive directors do not participate in any bonus plans. All other employees of the Company participate in an annual bonus plan based on the same principles as the executive directors’ bonus scheme.

long-term incentive and share Option PlansThe Company believes that employee share ownership strengthens the link between their personal interests and those of the shareholders.

Management Incentive PlanDuring 2010, the Company implemented the Management Incentive Plan (“MIP”). Under the terms of the MIP, executive directors and certain senior employees have been given the opportunity to invest their own money to buy new subordinated shares issued in a subsidiary company, ASOS.com Limited (“the Subsidiary”).

The MIP has a three year performance period ending on 31 March 2012. At the end of the performance period, the subordinated ordinary shares will be exchanged for shares in the Company in a ratio to be determined by the performance conditions detailed below. The exchange will take place in two equal tranches, on 30 September 2012 and 30 September 2013.

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The ratio of shares in the Company which may be exchanged for shares in the Subsidiary will depend on performance under the plan against interdependent growth in earnings per share (“EPS”) and total shareholder return (“TSR”) targets and will be subject to a maximum. As a result of this cap, the maximum dilution to existing shareholders will be limited to 5.8%, based on an issued share capital of 74,740,241 ordinary shares as at 29 January 2010. Under the EPS performance target, the threshold performance level will not be met unless the compound rate of growth in fully diluted earnings per share (before exceptional items) equals 24% per annum over the three years ending 31 March 2012. The maximum performance level will only be met if the compound rate of growth in fully diluted earnings per share (before exceptional items) equals or exceeds 30% per annum over the same time period. There is also a super-maximum performance level, in which only the executive directors will participate. This level will only be met if the compound rate of growth in fully diluted earnings per share (before exceptional items) equals or exceeds 42% per annum over the same time period.

The TSR Condition requires the comparison of the TSR on an investment in the Company with the TSR on a notional investment in all of the companies in the FTSE All Share General Retailers Index (the “Index”) during the Performance Period, as constituted at the commencement of the Performance Period. Threshold performance will require that the Company TSR is in the fifth decile relative to the Index. If Threshold Performance is met, 50% of the award under the EPS Condition will vest. Maximum performance will require that the ASOS TSR is in the top of first decile relative to the Index. If maximum performance is met, 100% of the award under the EPS Condition will vest. Awards will vest on a straight-line basis between the fifth decile and first decile. If the Company TSR is below the fifth decile relative to the Index, no award

will vest, irrespective of performance against the EPS targets. The Remuneration Committee must also be satisfied that there has been an improvement in the underlying financial performance of the Company in determining the level of vesting in respect of both the EPS Condition and the TSR Condition.

Performance Share PlanUnder the rules of the ASOS Performance Share Plan (“PSP”), employees may be awarded each year conditional entitlements to shares in the Company. Following the introduction of the MIP, no participant in the MIP is entitled to be granted any further options under the PSP.

The performance target for options granted in any financial year is measured over a three year period. The performance targets for options currently granted under the scheme are:

annual compound basic ePs Vesting percentage

growth of the company over of the shares

the performance period subject to an award

Less than RPI + 10% 0% Equal to RPI + 10% 25% Greater than or equal to RPI + 30% 100% Between RPI + 10% Between 25% and 100% and RPI + 30% pro rata on a straight-line basis

The Remuneration Committee may amend the performance conditions applying to existing awards at any given time if an event occurs which causes the Committee to consider it appropriate to amend them, provided that, in the opinion of the Committee, the amended conditions are not materially less challenging to achieve in the changed circumstances than those originally set.

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The Remuneration Committee will review the performance conditions each time new awards are granted and may impose different performance conditions for subsequent awards, provided that, in the opinion of the Committee, the different performance conditions are not materially less challenging in light of the Company’s circumstances than those set for the initial awards.

EMI Share Option SchemeThe EMI Share Option Scheme is a historical scheme, with final options being granted under the scheme during the year ended 31 March 2009. The scheme awarded share options to executive directors and senior executives with vesting periods of between one and three years. Options granted under the EMI Share Option Scheme have no performance conditions attached and were only dependent on continued employment. The exercise price of the options granted under the scheme is set equal to the market value of the Company’s shares at the time of grant.

SAYE SchemeASOS introduced an HM Revenue & Customs Approved Save-As-You-Earn share option scheme (the “SAYE Scheme”) on 1 July 2008. The scheme is open to all employees who enter an approved savings contract for a term of three years. Under the rules of the scheme eligible employees can contribute between £5 and £250 a month. On maturity, the employee has the option to buy shares in the Company up to the total savings at the end of the term at the market value less a 20% discount at the date of grant. In common with most schemes of this type, there are no performance conditions applicable to options granted under the SAYE Scheme.

Other Share Option SchemeThe Other Share Option Scheme is an unapproved historical scheme. Options granted under this scheme have no performance conditions attached and were only dependent on continued employment. The exercise price of the options granted under the scheme is set equal to the market value of the Company’s shares at the time of grant.

employee Benefit trustThe ASOS.com Limited Employee Benefit Trust (“EBT”) is used to facilitate the acquisition of ordinary shares in the Company for the purpose of satisfying awards and options granted under the Company’s PSP and SAYE share schemes. The Trust is a discretionary trust, the sole beneficiaries being employees (including executive directors) and former employees of the Group and their close relations. The Trustee is Ogier Employee Benefit Trustee Limited, an independent professional trustee company based in Jersey. It is the Company’s intention to use the ordinary shares in the Trust to satisfy certain outstanding awards and options made under the Company’s executive share schemes.

As at 31 March 2011 the EBT held 947,859 shares in ASOS plc (2010: 1,437,305) to the value of £3,275,000 (2010: £3,197,000). The Group’s accounting policy is detailed within Note 1 to the financial statements and movements are detailed in the Consolidated Statement of Changes in Equity on page 69.

Directors’ service contractsAll executive directors are employed under service contracts. The services of all executive directors may be terminated by the provision of a maximum of 12 months’ notice by the Company and the individual. Services of non-executive directors may be terminated by the provision of a maximum of 3 months’ notice by the Company and the individual.

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Directors’ remunerationThe information contained within the Directors’ Remuneration section of this report has been audited.

The remuneration of the directors for the financial year ended 31 March 2011 was as follows: 31 March 31 march 2011 2010 salary bonuses Pensions other Total total Director £ £ £ £ £ £

Lord Alli 150,000 — — — 150,000 — Nick Robertson 340,000 — — 1,706 341,706 341,596 Nick Beighton 265,000 — 39,750 1,687 306,437 400,891 Jon Kamaluddin 240,350 — 36,053 1,581 277,984 241,836 Robert Bready 270,000 — 40,500 1,283 311,783 311,889 Peter Williams 41,000 — — — 41,000 41,000 Karen Jones 40,000 — — — 40,000 20,416 Mary Turner 35,000 — — — 35,000 20,416 1,381,350 — 116,303 6,257 1,503,910 1,378,044

Other remuneration relates mainly to private medical and dental insurance.

Directors’ share optionsManagement Incentive PlanThe directors hold the following subordinated ordinary shares in ASOS.com Limited, a subsidiary of ASOS plc, as part of the Management Incentive Plan. 31 march 2011

Nick Robertson 70,378 Nick Beighton 34,499 Jon Kamaluddin 28,841 Robert Bready 37,259

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Performance share PlanOptions granted to directors under the Performance Share Plan were as follows:

granted Exercised 1 April during during 31 march Option Date of 2010 the year the year 2011 price Director grant no. of shares no. of shares no. of shares no. of shares pence Exercise date Nick Robertson 10/07/2007 195,833 — (195,833) — nil 10/07/2010 30/07/2008 61,635 — — 61,635 nil 30/07/2011 Jon Kamaluddin 10/07/2007 175,000 — (175,000) — nil 10/07/2010 30/07/2008 41,823 — — 41,823 nil 30/07/2011 Robert Bready 10/07/2007 218,750 — (218,750) — nil 10/07/2010 30/07/2008 48,427 — — 48,427 nil 30/07/2011

These option grants are settled on exercise through transfer of shares from the Employee Benefit Trust.

emi share Option schemeDetails of options for the directors who served during the year are as follows:

granted Exercised 1 April during during 31 march Option Date of 2010 the year the year 2011 price Director grant no. of shares no. of shares no. of shares no. of shares pence Exercise period Nick Robertson 30/07/2004 140,000 — — 140,000 56.5 30/07/2006–29/07/2014 11/07/2005 500,000 — — 500,000 57.5 11/07/2007–10/07/2015 04/07/2006 200,000 — — 200,000 98.0 04/07/2008–03/07/2016 Jon Kamaluddin 10/08/2004 80,000 — (80,000) — 43.5 10/08/2006–09/08/2014 11/07/2005 98,261 — (96,995) 1,266 58.25 11/07/2007–10/07/2015 04/07/2006 121,000 — — 121,000 98.0 04/07/2009–03/07/2016 Peter Williams 04/04/2006 100,000 — — 100,000 94.5 04/04/2009–04/04/2016

These option grants are settled on exercise through the issue of new ordinary shares by the Company.

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saye schemeThe Company purchased the following shares for directors under the SAYE plan:

granted Exercised 1 April during during 31 march Option Date of 2010 the year the year 2011 price Director grant no. of shares no. of shares no. of shares no. of shares pence Exercise period Nick Robertson 19/06/2008 3,319 — — 3,319 283.2 19/06/2011–18/12/2011 Nick Beighton 18/12/2009 2,700 — — 2,700 336.0 18/12/2012–17/06/2013 Jon Kamaluddin 19/06/2008 3,319 — — 3,319 283.2 19/06/2011–18/12/2011 Robert Bready 19/06/2008 3,319 — — 3,319 283.2 19/06/2011–18/12/2011

These option grants are settled on exercise through transfer of shares from the Employee Benefit Trust.

Other share option schemeDetails of outstanding options under another share option scheme are as follows:

granted Exercised 1 April during during 31 march Option Date of 2010 the year the year 2011 price Director grant no. of shares no. of shares no. of shares no. of shares pence Exercise period Lord Alli 06/12/2000 1,579,657 — — 1,579,657 12.67 16/01/2001–01/01/2014

These option grants are settled on exercise through the issue of new ordinary shares by the Company.

During the year the Board approved the extension of the exercise period of Lord Alli’s share options to 1 January 2014. Under the revised terms of this option grant, the Group is liable to satisfy the Employer’s National Insurance liability arising on exercise of the options up to £600,000. Lord Alli has agreed to indemnify ASOS plc against the remainder of the Employer’s National Insurance liability.

The market price of ordinary shares at 31 March 2011 was 1,707.73p (2010: 517.50p) and the range during the period was from 517.50p to 1,901.88p (2010: 301.25p to 517.50p).

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Directors’ shareholdings The directors who held office at 31 March 2011 had the following interests, including family interests, in the shares of the Company:

ordinary shares 31 march 2011

Nick Robertson 7,744,600 Jon Kamaluddin 74,348 Robert Bready 164,259 Peter Williams 50,000 Karen Jones 19,500

By Order of the Board

karen jonesChairman of the Remuneration Committee1 June 2011

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DirECtOrS’ rEpOrt

The directors of ASOS plc (the “Company”) present their Annual Report to shareholders together with the audited financial statements of ASOS plc and its subsidiaries (the “Group”) and the Company for the year ended 31 March 2011. The purpose of the Annual Report is to provide information to members of the Company. The Annual Report contains certain forward looking statements with respect to the operations, performance and financial condition of the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results to differ from those anticipated. Nothing in this Annual Report should be construed as a profit forecast.

Principal activitiesThe principal activity of the Company is that of a holding company. The principal activity of its subsidiary undertakings is that of internet retailing.

Business reviewThe Companies Act 2006 requires the Company to set out in this report a fair review of the business of the Group during the financial year ended 31 March 2011 including an analysis of the position of the Group at the end of the financial year. The information that fulfils the Business Review requirements can be found in the following sections of the Annual Report which are incorporated into this report by reference:

— Chairman’s Statement on page 20— Chief Executive’s Statement on page 22— Finance Director’s Review on page 28

Pages 53 to 62 inclusive (together with the sections of the Annual Report incorporated by reference) consist of a Directors’ Report that has been drawn up and presented in accordance with and reliant upon applicable English law and the liabilities of the directors in connection with that report shall be subject to the limitations and restrictions provided by such law.

results and dividendsGroup profit after tax for the financial year was £10.8m (2010: £14.6m), with revenue up 52% to £339.7m (2010: £223.0m).

The directors do not recommend the payment of a dividend (2010: £nil).

Principal risks and uncertaintiesThe Corporate Governance Report on pages 40 to 45 describes the process through which the directors assess, manage and mitigate risks. The Board regularly reviews the risks faced by the Group. The Board has identified the following factors as major potential risks to the successful performance of the business. The Board recognises that the profile of risks changes constantly and additional risks not presently known, or that are currently deemed immaterial, may also impact the Group’s business objectives.

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risK

economic and market risks

Economic outlook

As a retailer, ASOS is sensitive to the economic climate. Factors such as household disposable income, weather, seasonality of sales, and changing demographics affect demand for the Group’s products. The ability to pass on increases in the price of input costs such as cotton and fuel to the customer affects the Group’s profit performance.

Competition

Internet retailing is global and highly competitive, and the retail industry is subject to changing customer tastes. Failure to compete effectively with high street retailers and other internet retailers may affect revenues. ASOS’s performance is dependent upon effectively predicting and quickly responding to changing consumer demands and translating market trends into saleable merchandise.

Financial risks

The Group